DOWNSHIFT FINANCIAL, LLC

Form ADV Part 2A – Firm Brochure 3795 Darley Avenue Boulder, CO 80305 (720) 515-0564 www.downshiftfinancial.com September 22, 2025 Item 1: Cover Page This Firm Brochure provides information about the qualifications and business practices of Downshift Financial, LLC (“DSF”). If you have any questions about the contents of Firm Brochure, please contact us at (720) 515-0564. The information in this Brochure has not been approved or verified by the United States Securities and Exchange Commission (“SEC”) or by any state securities authority. DSF is a registered investment adviser. Registration as an investment adviser does not imply any level of skill or training. Additional information about DSF is available on the SEC’s website at www.adviserinfo.sec.gov, which can be found using the firm’s CRD number 314068.  Item 2: Material Changes We will initially provide you with a copy of our Firm Brochure when we enter into an advisory agreement with you. On an annual basis, we will provide you with a Summary of Material Changes within 120 days of our fiscal year end. In the alternative, we could choose to provide you with a complete copy of our Brochure. In the future, any new material changes made during the year will be reported here. We will promptly update this Brochure when material changes occur. Since the last annual update to our Brochure dated February 3, 2025, we have not made any material changes. Note that we could have made other changes that are editorial in nature, to correct grammatical or typographical errors, to provide additional information or clarifications, or to correct formatting issues. We do not consider these changes to be material. You can request a current copy of our Firm Brochure at any time without charge by contacting us at (720) 515-0564 or from our website at www.downshiftfinancial.com. You can also obtain a copy of our current Brochure from the SEC’s website as described in Item 1 above. Item 3: Table of Contents Item 1: Cover Page ................................................................................................................................................ 1 Item 2: Material Changes ..................................................................................................................................... 2 Item 3: Table of Contents ..................................................................................................................................... 2 Item 4: Advisory Business ..................................................................................................................................... 2 Item 5: Fees and Compensation ......................................................................................................................... 6 Item 6: Performance-Based Fees and Side-By-Side Management ................................................................. 8 Item 7: Types of Clients ......................................................................................................................................... 8 Item 8: Methods of Analysis, Investment Strategies and Risk of Loss ............................................................ 8 Item 9: Disciplinary Information ........................................................................................................................ 11 Item 10: Other Financial Industry Activities and Affiliations .......................................................................... 11 Item 11: Code of Ethics, Participation or Interest in Client Transactions and Personal Trading ................ 12 Item 12: Brokerage Practices ............................................................................................................................. 13 Item 13: Review of Accounts .............................................................................................................................. 15 Item 14: Client Referrals and Other Compensation ....................................................................................... 16 Item 15: Custody ................................................................................................................................................. 16 Item 16: Investment Discretion .......................................................................................................................... 17 Item 17: Voting Client Securities ....................................................................................................................... 17 Item 18: Financial Information ........................................................................................................................... 17 Item 4: Advisory Business Description of Advisory Firm Downshift Financial, LLC (“DSF”) is a limited liability company formed under the laws of the State of Colorado in March 2021. The firm first became registered as an investment adviser with the State of Colorado in June 2021 and transitioned to registration with the United States Securities and Exchange Commission (“SEC”) in October 2024. Travis Hughes, Edwin Liang, and John Reynolds are the owners and partners of DSF. Travis Hughes is also the Chief Compliance Officer. Downshift Financial, LLC Form ADV Part 2A Page 2 of 17  Types of Advisory Services Investment Management Services With our Investment Management Services, we provide continuous and ongoing management of a client’s investment portfolio, based on the client’s individual needs and investment objectives. A client’s investment portfolio includes their brokerage accounts held by a qualified custodian for which the client has appointed us as their investment adviser of record. Through personal discussions in which the client’s goals and objectives are established, we develop their personal investment policy or an investment plan with an asset allocation target. We then create and manage an investment portfolio designed to meet the client’s goals and objectives. We will also review and discuss the client’s prior investment history, as well as family composition and background. Account supervision is guided by the stated objectives of the client (such as maximum capital appreciation, growth, income, or growth and income), as well as risk tolerance and tax considerations. When we provide Investment Management Services, clients will grant us limited authority to buy and sell securities on a discretionary basis. More information on our trading authority is explained in Item 16 below. Clients may impose reasonable restrictions on investing in certain securities, types of securities, or industry sectors. Comprehensive Wealth Management Services Comprehensive Wealth Management Services consist of both ongoing Investment Management Services, as described above, in addition to Financial Planning Services at no additional cost. This service involves working one-on-one with a financial planner on an ongoing basis, who will develop and implement the client’s financial plan, monitor the plan and the client’s progress, recommend any appropriate changes as the client’s financial situation evolves, and ensure the plan remains up to date. This service also includes periodic follow-up meetings, a full annual review of the financial plan, tax analysis, annual benefits review, access to our proprietary education material, and access to our client portal, including budgeting and account aggregation resources. With this service, the clients will be taken through a process establishing their goals and values around money and discussing their investment objectives. The client will be asked to provide us with information to help us complete our full analysis of their financial circumstances and investments, which usually includes matters surrounding their net worth, cash flow, insurance, credit scores or reports, tax returns, employee benefits, retirement planning, investments, college planning, estate planning, or other relevant areas. Once the client’s information is reviewed, their financial and investment plans will be built and analyzed, and then the findings, analysis, and potential changes to their current situation will be reviewed with them. Clients may receive a written or an electronic report, providing them with a detailed financial plan designed to achieve their stated financial goals and objectives. Financial plans may address any or all of the following areas of concern. We will work with the client to select specific areas to cover, which may include, but are not limited to, the following: • Cash Flow and Debt Management: We may conduct a review of your income and expenses to determine your current surplus or deficit, along with advice on prioritizing how any surplus should be used or how to reduce expenses if they exceed your income. Advice may also be provided on which debts to pay off first, based on factors such as the interest rate of the debt and any income tax ramifications. We may also recommend an appropriate cash reserve that should be considered for emergencies and other financial goals, along with a review of accounts (such as money market funds) for such reserves, plus strategies to save desired amounts. Downshift Financial, LLC Form ADV Part 2A Page 3 of 17  • College Savings: This analysis includes projecting the amount that will be needed to achieve college or other education funding goals, along with advice on ways for you to save the desired amount and savings strategies. If needed, we will review your financial picture as it relates to eligibility for financial aid or the best way to contribute to grandchildren (if applicable). • Employee Benefits Optimization: We will provide review and analysis as to whether you, as an employee, are taking the maximum advantage possible of your employee benefits. If you are a business owner, we will consider and/or recommend the various benefit programs that can be structured to meet both business and personal retirement goals. • Estate Planning Review: This review usually includes an analysis of your exposure to estate taxes and your current estate plan, which may include whether you have a will, powers of attorney, trusts, and other related documents. Our advice also typically includes ways for you to minimize or avoid future estate taxes by implementing appropriate estate planning strategies, such as the use of applicable trusts. Because we do not offer legal advice or practice law, we recommend you consult a qualified attorney when you initiate, update, or complete estate planning activities. We may provide you with contact information for attorneys who specialize in estate planning, if needed. We are not affiliated with, do not receive compensation from, and do not share in the fees paid to any third-party estate planning firm. From time-to-time, we will participate in meetings or phone calls between you and your attorney upon your request. • Financial Goals: We will help you identify financial goals and develop a plan to reach them. We will identify what you plan to accomplish, what resources you will need to make it happen, how much time you will need to reach the goal, and how much you should budget for your goal. • Insurance: We will review your existing policies to ensure proper coverage for life, health, disability, long-term care, liability, home, and automobile. • Investment Analysis: This analysis involves developing an asset allocation strategy to meet your financial goals and risk tolerance, providing information on investment vehicles and strategies, reviewing employee stock options, as well as assisting you in establishing your own investment account at a selected broker-dealer or custodian. The strategies and types of investments we may recommend are further discussed in Item 8 below. • Retirement Planning: Our retirement planning analysis typically includes projections of your likelihood of achieving your financial goals, focusing on financial independence as the primary objective. For situations where projections show less than the desired results, we may make recommendations, including those that may impact the original projections by adjusting certain variables, such as working longer, saving more, spending less, or taking more risk with investments. If you are near retirement or already retired, advice may be given on appropriate distribution strategies to minimize the likelihood of running out of money or having to adversely alter spending during your retirement years. • Risk Management: A risk management review includes an analysis of your exposure to major risks that could have a significant adverse impact on your financial picture, such as premature death, disability, property and casualty losses, or the need for long‐term care planning. Advice may be provided on ways to minimize such risks and about weighing the costs of purchasing insurance versus the benefits of doing so and, likewise, the potential cost of not purchasing insurance (that is, “self‐insuring”). • Tax Planning Strategies: Tax planning advice may include ways to minimize current and future income taxes as a part of your overall financial planning picture. For example, we may make Downshift Financial, LLC Form ADV Part 2A Page 4 of 17  recommendations on which type of accounts or specific investments should be owned based in part on their “tax efficiency,” with the consideration that there is always a possibility of future changes to federal, state, or local tax laws and rates that may impact your situation. Because we are not an accounting firm, we recommend that you consult with a qualified tax professional before initiating any tax planning strategy. We may provide you with contact information for professionals who specialize in this area, if needed. We will participate in meetings or phone calls between you and your tax professional at your request. Financial planning recommendations are provided on a non-discretionary basis. This means you have the option to implement any of the recommendations we make, and you are not obligated to implement any of our recommendations. Unless the client engages us for Investment Management Services, we do not have any control over the timing or accuracy of any investment transactions executed by the client. Employee Benefit Plan Services Our Employee Benefit Plan Services include consulting and advisory services for employer plan sponsors on an ongoing basis. Generally, such services consist of assisting employer plan sponsors in establishing, monitoring, and reviewing their company’s participant-directed retirement plan. As the needs of the plan sponsor dictate, areas of advising could include review and recommendation of investment options, plan structure, and participant education. Services provided to plan participants are generally considered informational and educational only and could include information about the plan, general financial and investment information, or generalized asset allocation models. However, we will not address the appropriateness for any individual investment option or model for any particular participant, and we cannot provide individualized investment advice to participants unless they separately engage one of our services. We will solely make recommendations to the plan sponsor, and the plan sponsor retains full discretionary authority or control over plan assets. All Employee Benefit Plan Services will be provided in compliance with the applicable state and federal regulations, including the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). With respect to assets that are part of an ERISA plan, when we accept appointments to provide our services to such accounts, we acknowledge our fiduciary role within the meaning of Section 3(21) of ERISA, but only with respect to the provision of services described in the advisory agreement. We do not assume the duties of or accept appointment as a trustee or plan administrator as defined in ERISA Section 3(16) or as a discretionary investment manager as defined in ERISA Section 3(38). Types of Investments We primarily advise our clients regarding investments in stocks, bonds, mutual funds, exchange-traded funds, government and municipal securities, and cash and cash equivalents. We may also provide advice regarding investments held in a client’s portfolio at the inception of our advisory relationship or other investment types not listed above, at the client’s request. See Item 8 below for additional information on our portfolio management practices. Clients can request to place reasonable restrictions on investing in certain securities, types of securities, or industry sectors. We will make a reasonable attempt to honor any restrictions the client requests, but in the case of pooled investment vehicles, such as mutual funds or exchange-traded funds where underlying holdings change frequently, we cannot guarantee restrictions will always be enforced. In addition, such restrictions could cause us to deviate from the investment decisions we would otherwise make in managing your account. In some cases, we could be unable to accommodate restrictions if they do not allow us to manage your portfolio in a prudent manner. Downshift Financial, LLC Form ADV Part 2A Page 5 of 17  Client Tailored Services We offer the same suite of services to all of our clients. However, specific client recommendations and their implementation are dependent upon the client’s financial situation, investment objectives, and individual needs. We will conduct an initial interview and data gathering process to obtain necessary and supplementary information, such as the client’s income and liabilities, tax levels, and risk tolerance. This information is used to construct each client’s specific financial plan or to aid in the selection of an investment portfolio that matches the client’s needs and targets. We assign your investment strategy or financial plan based on the information you provide to us. Inaccurate or incomplete information could result in an inappropriate investment portfolio or financial plan. To create a strategy or plan, we must make certain assumptions with respect to interest and inflation rates, past trends, and future projections of the performance of the market and economy. Past performance is no indication of future performance, and we cannot offer any guarantees or promises that your goals and objectives will be met. Changes to your personal financial circumstances, goals, or objectives could cause your strategy or plan to become inaccurate and out of date. We recommend you notify us promptly of any changes so your portfolio or plan can be updated, if necessary. We will contact or attempt to contact you annually to confirm if there have been any changes in your financial situation or investment objectives or determine if you wish to impose or modify account restrictions. Because our advisory services are based on your specific financial circumstances, you are urged to promptly notify us any time you experience changes to your circumstances, so we can determine if any changes to your investment strategy or our recommendations are necessary. Wrap Fee Programs We do not participate in wrap fee programs. Assets Under Management As of September 19, 2025, DSF had $189,000,000 in discretionary assets under management and $2,500,000 in non-discretionary assets under management. Item 5: Fees and Compensation How we are paid depends on the type of advisory service we provide. Our fees and compensation information are outlined below. Fees could be negotiable based on factors such as the complexity of your financial situation or total assets under management. Complexity considers various factors of the client’s financial circumstances, such as income, assets, liabilities, marital and family status, employment status, and number of financial areas that need to be addressed. In addition, we reserve the right to offer fee waivers or discounts at our sole discretion. Therefore, some clients could pay different fees than the fee schedules shown below. Your exact fee and other terms will be outlined in your advisory agreement. Investment Management Services The annual fee for Investment Management Services is $8,000 per year, paid quarterly ($2,000) in advance. We may prorate a client’s fees, at our discretion, in order to have subsequent quarterly fees due on specific dates. Prorated fees are based on the number days services were provided during the billing period. Fees may be directly debited from managed brokerage accounts, or the client may choose to pay by electronic funds transfer or credit card. More information regarding direct debiting of fees from managed accounts is available in Item 15 below. Downshift Financial, LLC Form ADV Part 2A Page 6 of 17  This service may be terminated at any time by providing written notice to us. The final fee will be prorated based on the number of days services were provided during the final billing period, up to and including the termination date. Unearned fees paid in advance will be refunded upon termination. Comprehensive Wealth Management Services The annual fee for Comprehensive Wealth Management Services is $8,000 per year, paid quarterly ($2,000) in advance. We may prorate a client’s fees, at our discretion, in order to have subsequent quarterly fees due on specific dates. Prorated fees are based on the number of days services were provided during the billing period. Fees may be directly debited from managed accounts, or the client may choose to pay by electronic funds transfer or credit card. More information regarding direct debiting of fees from managed accounts is available in Item 15 below. Additionally, we believe estate planning is a critical task, which is often left undone or incomplete due to costs. To encourage clients to keep their estate plans up to date, we will discount a client’s future fees, subject to limitations, if a client presents us with updated estate planning documents and a paid invoice from their estate planning attorney. We will provide the client with an initial discount on the client’s actual costs, up to a $700 maximum discount. Thereafter, we will provide the client with a discount for their actual costs, up to a $300 maximum discount once per 24-month period. This service may be terminated at any time by providing written notice to us. The final fee will be prorated based on the number of days services were provided during the final billing period, up to and including the termination date. Unearned fees paid in advance will be refunded upon termination. Employee Benefit Plan Services The annual fee for Employee Benefit Plan Services is $8,000 per year, paid quarterly ($2,000) in advance. We may prorate a client’s fees, at our discretion, in order to have subsequent quarterly fees due on specific dates. Prorated fees are based on the number of days services were provided during the billing period. Fees may be directly debited from managed accounts, or the client may choose to pay by electronic funds transfer or credit card. More information regarding direct debiting of fees from managed accounts is available in Item 15 below. This service may be terminated at any time by providing written notice to us. The final fee will be prorated based on the number of days services were provided during the final billing period, up to and including the termination date. Unearned fees paid in advance will be refunded upon termination. Other Types of Fees and Expenses Our fees are exclusive of brokerage commissions, transaction fees, and other related costs and expenses. Clients may incur certain charges imposed by custodians, brokers, and other third-parties, such as custodial fees, deferred sales charges, odd-lot differentials, transfer taxes, wire transfer and electronic fund fees, and other fees and taxes on brokerage accounts and securities transactions. Mutual fund and exchange-traded funds also charge internal management fees, which are disclosed in a fund’s prospectus. Such charges, fees, and commissions are exclusive of and in addition to our fee, and we do not receive any portion of these commissions, fees, and costs. Item 12 below further describes the factors that we consider in selecting or recommending broker- dealers and custodians for clients’ accounts and determining the reasonableness of their compensation (such as commissions). We do not accept compensation for the sale of securities or other investment products, including asset- based sales charges or service fees from the sale of mutual funds. Downshift Financial, LLC Form ADV Part 2A Page 7 of 17  Item 6: Performance-Based Fees and Side-By-Side Management We do not charge performance-based fees, which are fees based on a share of capital gains in a client’s account. In addition, we do not engage in side-by-side management, which refers to the practice of simultaneously managing accounts that pay performance-based fees and those that do not. Item 7: Types of Clients We generally provide our Investment Management and Comprehensive Wealth Management Services to individuals (including high net worth individuals). Employee Benefit Plan Services are provided to plan sponsors of qualified retirement plans. We do not require a minimum account size or amount of investable assets in order to receive our services. Item 8: Methods of Analysis, Investment Strategies, and Risk of Loss Methods of Analysis Fundamental Analysis Fundamental analysis involves analyzing individual companies and their industry groups, such as a company’s financial statements, details regarding the company’s product line, the experience and expertise of the company’s management, and the outlook for the company’s industry. The resulting data is used to measure the true value of the company’s stock compared to the current market value. The risk of fundamental analysis is that the information obtained may be incorrect and the analysis may not provide an accurate estimate of earnings, which may be the basis for a stock’s value. If securities prices adjust rapidly to new information, utilizing fundamental analysis may not result in favorable performance. Cyclical Analysis Cyclical analysis is an approach that involves evaluating recurring price patterns and trends based upon economic and business cycles, which move through phases of expansion, peak, contraction, and recovery. Different asset classes and sectors tend to perform better in specific phases. However, economic and business cycles are not always predictable, as their length and intensity can vary due to unexpected events. Additionally, there may be many cycle fluctuations between long-term expansions and contractions, and lengths of economic cycles may be difficult to predict with accuracy. Therefore, a key risk of cyclical analysis is the difficulty in predicting economic trends and, consequently, the changing value of securities that would be affected by these changing trends. Investment Strategies Passive Investment Management We primarily practice passive investment management. Passive investing involves building portfolios that are composed of various distinct asset classes, designed to achieve the desired relationship between correlation, risk, and return. Funds that passively capture the returns of the desired asset classes are placed in the portfolio, typically mutual funds or exchange-traded funds. Passive investment management is characterized by low portfolio expenses (that is, the funds inside the portfolio have low internal costs), minimal trading costs (due to infrequent trading activity), and relative tax efficiency (because the funds inside the portfolio are tax efficient and turnover inside the portfolio is minimal). Risks of passive investing include limited responsiveness to short-term market fluctuations or economic shifts, potential underperformance relative to actively managed strategies in certain market conditions, and exposure to broad market declines that affect entire asset classes. Downshift Financial, LLC Form ADV Part 2A Page 8 of 17  In contrast, active management involves the employment of some method, strategy, or technique to construct a portfolio that is intended to generate returns that are greater than the broader market or a designated benchmark. Risks of active investing include higher costs due to more frequent trading and management fees, greater tax inefficiency, and the possibility that active strategies may fail to outperform the market or benchmark, particularly after expenses are considered. Conservative Options Strategies When suitable for a client’s investment objectives and risk tolerance, we may engage in conservative options strategies in order to generate income, diversify concentrated positions, protect unrealized gains, or achieve other similar goals. Such strategies include, but are not limited to, covered calls, protective puts, and collars. Options strategies are utilized selectively on a case-by-case basis, and they are not used as a primary investment approach for most clients. While options can help enhance returns or reduce risk, they also involve unique risks, including the potential loss of premiums paid, limitation on upside potential if securities are called away, assignment risk, liquidity constraints, and the possibility that the strategy may not achieve its intended outcome. Options are not suitable for all clients, and we will only recommend or implement them after determining their appropriateness based on each client’s financial goals, circumstances, and consent. Risk of Loss All investments involve risk and may result in a loss of your original investment, which you should be prepared to bear. While there is risk in all investments, some carry a greater degree of risk or higher costs. There is no guarantee your investment strategy will result in your goals being met, nor is there any guarantee of profit or protection from loss. Where applicable, we encourage you to read the fund prospectus and other offering documents to fully understand the risks associated with each investment. General Risks General risks associated with investing include, but are not limited to: • Market Risk: Market risk involves the possibility that an investment’s current market value will fall because of a general market decline, reducing the value of the investment, regardless of the operational success of the issuer’s operations or its financial condition. • Concentration Risk: Certain investment strategies focus on particular asset classes, industries, sectors, or types of investments. From time to time these strategies could be subject to greater risks of adverse developments in such areas of focus than a strategy that is more broadly diversified across a wider variety of investments. • Inflation Risk: Inflation may erode the buying power of your investment portfolio, even if the dollar value of your investments remains the same. • Interest Rate Risk: Fixed income security prices generally fall when interest rates rise, and the value may fall below par value or the principal investment. The opposite is also generally true, and fixed income prices generally rise when interest rates fall. In general, fixed income securities with longer maturities are more sensitive to these price changes. Most other investments are also sensitive to the level and direction of interest rates. • Legal or Legislative Risk: Legislative changes or court rulings may impact the value of investments or the securities’ claim on the issuer’s assets and finances. • Limited Markets: Certain securities could be less liquid (that is, harder to sell or buy) and their prices could at times be more volatile than at other times. Under certain market conditions it could be Downshift Financial, LLC Form ADV Part 2A Page 9 of 17  difficult to sell or liquidate investments at prices considered reasonable or favorable or find buyers at any price. • Small and Medium Cap Company Risk: Market capitalization (“cap”) is the total value of a company's outstanding shares of stock, which is used to determine a company’s size and overall value in the stock market. Securities of companies with small and medium market cap are often more volatile and less liquid than investments in larger companies. Small and medium cap companies could face a greater risk of business failure, which could increase the volatility of an investment portfolio. • Strategy Risk: Investment strategies or techniques will not always work as intended. Investment-Specific Risks Apart from the general risks outlined above, which apply to all types of investments, specific securities may have other risks, including, but not limited to, the following: • Corporate Bonds: Corporate bonds are a way for companies to borrow money from investors. When you buy a corporate bond, the company agrees to pay you interest regularly and return the borrowed amount either in installments or all at once when the bond matures. Some bonds, like zero-coupon bonds, do not pay interest over time. Instead, they are sold at a lower price than their face value, and their value gradually increases until they reach full value at maturity. The price of bonds can change based on factors like interest rates, the company’s financial health, and how long until the bond matures. Generally, bond prices go down when interest rates go up and rise when rates fall. Bonds with longer periods until maturity are more sensitive to changes in interest rates. • Derivatives and Options: Derivatives are financial contracts whose value are derived from an underlying asset, such as stocks, bonds, commodities, or market indices. Options are a type of derivative that give the buyer the right, but not the obligation, to buy (call option) or sell (put option) an asset at a predetermined price within a specific timeframe. While derivatives and options can be used for hedging risk or speculative trading, they carry significant risks, including time-sensitivity, market volatility, and potential loss of the entire investment. The complexity of these instruments can lead to mispricing and unexpected outcomes, making them more suitable for experienced investors who understand the mechanics and risks involved. • Digital Assets: While digital assets do not play a role in DSF’s primary investment strategies, we will discuss questions with clients. Digital assets are broadly defined as any digital representation of value, which is recorded on a cryptographically-secured distributed ledger or any similar technology to establish ownership. Digital assets include, but are not limited to, convertible virtual currencies, cryptocurrencies, fungible and non-fungible tokens, and other digital tokens or media files. Investing in digital assets involves significant and unique risks, including extreme volatility, reduced liquidity, high transaction costs, potential for hacking or theft, or permanent loss of access due to lost security codes or wallet compromise. Most digital assets are not classified as securities and, therefore, are not subject to the same regulatory scrutiny or protection as securities. Additionally, establishing and maintaining an account at an exchange can be difficult and costly. Digital assets are also subject to complex and evolving regulatory and tax treatment, and future restrictions or prohibitions on ownership remain possible. Because of these risks, investment in digital assets should be limited to discretionary funds intended for speculative purposes and they are not suitable for all clients. • Exchange-Traded Funds: Exchange-traded funds (“ETFs”) are investment funds that hold a mix of securities, like stocks or bonds, to mirror the performance of a specific market index or commodity. They can track things like stock indices, industries, bonds, or precious metals. Some ETFs simply follow an index, while others are actively managed. While many ETFs are straightforward, some use Downshift Financial, LLC Form ADV Part 2A Page 10 of 17  complex strategies that may be harder to understand. The value of ETFs can fluctuate based on market conditions, and they are subject to the risks as the assets they track, such as stock market volatility or interest rate changes. Some ETFs may have low trading volume, making it harder to buy or sell shares at a desirable price. • Index Funds: Index funds are funds intended to mirror the performance of a specific market index, such as the S&P 500. Instead of being actively managed, they simply follow the index, which helps keep fees and taxes lower. They aim to match, not beat, the index they track. Because of fund fees and the challenge of perfectly mirroring an index, returns may be slightly lower than the actual index, a difference called “tracking error.” Additionally, while many index funds track well-known indices, there are thousands of options, and choosing the right one depends on an investor’s risk tolerance and financial goals. Like all investments, index funds are subject to market fluctuations, meaning their value can rise and fall with the overall market. • Municipal Bonds: Municipal bonds are debt obligations generally issued to obtain funds for various public purposes, including the construction of public facilities. Municipal bonds pay a lower rate of return than most other types of bonds. However, because of a municipal bond’s tax-favored status, investors should compare the relative after-tax return to the after-tax return of other bonds, depending on the investor’s tax bracket. Investing in municipal bonds carries the same general risks as investing in fixed income securities in general. Those risks include interest rate, reinvestment, inflation, market, call or redemption, credit, liquidity, and valuation risk. • Mutual Funds: Mutual funds are pooled investment vehicles, including money market instruments, stocks, bonds, or other investments. Professional money managers research, select, and monitor the performance of the securities the fund purchases. It is easier to achieve diversification through ownership of mutual funds than through ownership of individual stocks or bonds. Even with no-load or load-waived funds, there are mutual fund expenses paid to the fund company. Investors could have to pay taxes on capital gains distribution received by the fund but not distributed to the investor. Mutual funds are subject to market risk, meaning their value can rise or fall based on overall market conditions. • Stocks: Stock represents ownership of a company. If the company prospers and grows, the value of the stock should increase. Even if a company is profitable, the stock prices are subject to market risk, which is attributable to investor attitudes. Stock ownership in more established companies is more conservative, while younger companies provide the most risk and reward opportunities. Item 9: Disciplinary Information As a registered investment adviser, we are required to disclose material facts about any legal or disciplinary event that could be material to a client’s or prospective client’s evaluation of our advisory business or the integrity of our management personnel. DSF does not have any legal or disciplinary events regarding our firm or our management personnel to disclose. Item 10: Other Financial Industry Activities and Affiliations Neither DSF nor any of our management personnel are registered, or have an application pending to register, as a broker-dealer or a registered representative of a broker-dealer. In addition, neither DSF nor any of our management personnel are registered, or have an application pending to register, as a futures commission merchant, commodity pool operator, commodity trading advisor, or associated person of the foregoing entities. Downshift Financial, LLC Form ADV Part 2A Page 11 of 17  Based on the services our clients need, we could recommend that clients use an unaffiliated registered broker-dealer as the qualified custodian and broker for their accounts. We have established relationships with custodians to help facilitate our management of client accounts. Further information regarding these custodial relationships is provided in Item 12 below. Other than the items disclosed above, DSF does not engage in any relationship or arrangement with financial service entities that create any material conflicts of interest between us and our clients. Aside from the fees we receive from our clients for our advisory services, we do not receive compensation from any outside source. DSF does not recommend or utilize third-party investment advisers to manage client accounts. Item 11: Code of Ethics, Participation or Interest in Client Transactions, and Personal Trading Code of Ethics As a fiduciary, our firm and Supervised Persons have a duty of utmost good faith to act solely in the best interests of each client. Our clients entrust us with their funds and personal information, which in turn places a high standard on our conduct and integrity. As such, we have adopted a formal Code of Ethics to govern our business practices. Our fiduciary duty is a core aspect of our Code of Ethics and represents the expected basis of all of our dealings. The Code of Ethics includes policies regarding standards of professional conduct, conflicts of interest, insider trading, and personal securities trading. The firm also accepts the obligation not only to comply with the mandates and requirements of all applicable laws and regulations, but also to act in an ethical and professionally responsible manner in all professional services and activities. The Code of Ethics does not attempt to identify all possible conflicts of interest, and literal compliance with each of its specific provisions will not shield Supervised Persons from liability for personal trading or other conduct that violates a fiduciary duty to our clients. A summary of the Code of Ethics’ principles is outlined below: • Integrity: Supervised Persons shall offer and provide professional services with integrity. • Objectivity: Supervised Persons shall be objective in providing professional services to clients. • Competence: Supervised Persons shall provide services to clients competently and maintain the necessary knowledge and skill to continue to do so in those areas in which they are engaged. • Fairness: Supervised Persons shall perform professional services in a manner that is fair and reasonable to clients and shall disclose conflicts of interest in providing such services. • Confidentiality: Supervised Persons shall not disclose confidential client information without the specific consent of the client, unless in response to proper legal process or as required by law. • Professionalism: Supervised Persons’ conduct in all matters shall reflect the credit of the profession. • Diligence: Supervised Persons shall act diligently in providing professional services. We periodically review and amend our Code of Ethics to ensure that it remains current, and we require all Supervised Persons to attest to their understanding of and adherence to the Code of Ethics at least annually. Our firm will provide a copy of its Code of Ethics to any client or prospective client upon request. Downshift Financial, LLC Form ADV Part 2A Page 12 of 17  Participation or Interest in Client Transactions We do not manage any proprietary funds or private investments. Therefore, we do not have any material financial interest in any investments that may be used in client portfolios. We do not engage in principal transactions or agency cross transactions. Personal Trading Our firm and Supervised Persons may buy or sell securities the same as, similar to, or different from those we recommend to clients for their accounts. Such transactions could be executed at or around the same time as client transactions. Investing in securities in which clients also invest presents a potential conflict of interest. In an effort to mitigate certain conflicts of interest involving the firm or personal trading, our Code of Ethics requires our firm and Supervised Persons to place client interests ahead of their own in all investment decisions and prohibits trading in a manner that disadvantages clients. Additionally, we could restrict or prohibit certain transactions in the accounts of our firm and Supervised Persons. Any exceptions or trading pre-clearance must be approved by our Chief Compliance Officer in advance. Our Chief Compliance Officer also reviews our firm’s and Supervised Persons’ personal holdings and securities transactions records as required by our Code of Ethics and per regulation. Item 12: Brokerage Practices Recommended Custodians DSF does not have an affiliation with any broker-dealers or custodians. Specific custodian recommendations are made to clients based on their need for such services. We recommend custodians based on the reputation and services provided by the firm. For clients engaging our Investment Management or Comprehensive Wealth Management Services, we require clients custody their accounts either at Charles Schwab & Co., Inc. (“Schwab”) or Altruist Financial LLC (“Altruist”), both independent and unaffiliated SEC-registered broker-dealers and members of the Financial Industry Regulatory Authority (“FINRA”) and Securities Investor Protection Corporation (“SIPC”). We do not maintain physical custody of client assets, although we may be deemed to have limited custody of client assets when we have the ability to withdraw fees from client accounts, as outlined in Item 15 below. These custodians will hold the client’s assets in a separate brokerage account and will buy and sell securities when we or the client instruct them. Although we require that clients use a specific custodian, they have the discretion whether to do so and will open their accounts directly with the custodian by entering into an account agreement. We do not open accounts for clients, though we may assist clients in doing so. If a client does not wish to place their assets with one of the custodians with which we have an established relationship, we cannot manage their accounts on a discretionary basis. Best Execution When selecting a custodian, we have an obligation to seek the best execution of transactions in client accounts. It is our belief that the determinative factor in the analysis of best execution is not necessarily the lowest possible cost, but whether the custodian’s transactions represent the best qualitative execution while taking into consideration the full range of the custodian’s services. We seek to recommend a custodian that will hold client assets and execute transactions on terms that are overall most advantageous when compared with other available providers and their services. When recommending a custodian, we consider a wide range of factors, including, but not limited to, the custodian’s: Downshift Financial, LLC Form ADV Part 2A Page 13 of 17  • Combination of transaction execution services and asset custody services (generally without a separate fee for custody); • Capability to execute, clear, and settle trades (that is, buy and sell securities for client accounts); • Capability to facilitate transfers and payments to and from accounts (such as wire transfers, check requests, and bill payments); • Breadth of available investment products (such as stocks, bonds, mutual funds, and exchange-traded funds); • Availability of investment research and tools that assist us in making investment decisions; • Quality of services; • Competitiveness of the price of those services (such as commission rates, margin interest rates, and other fees) and willingness to negotiate the prices; • Reputation, financial strength, security, and stability; • Prior service to us and our clients; and • Availability of other products and services that benefit us. Therefore, our firm will seek services involving competitive rates, but they will not necessarily correlate to the lowest possible rate for each transaction. We have determined that trading our clients’ accounts through preferred custodians is consistent with our firm’s obligation to seek best execution of client trades. We regularly review and consider the overall quality and price of the services received from our preferred custodians in light of our duty to seek best execution. Soft-Dollar Benefits Through our participation in the adviser programs offered by Schwab and Altruist, we receive various products and services, provided without cost or at a discount, which might not be available to retail clients. These benefits include investment options; execution of securities transactions; custodial services; access to an electronic trading platform; the ability to deduct our advisory fee from client accounts; access to client account data and account statements; research-related products and tools; pricing and market data; access to software, technology, or services; attendance at educational conferences and events; consulting on technology, compliance, and other business matters; and access to industry publications. Some of these products and services could benefit clients directly, while others could benefit us in the administration of our business and the management of client accounts. The availability of these services does not depend on the number or value of brokerage transactions directed to the custodian. These services are available to all advisers who participate in the custodial programs, are generally available on an unsolicited basis (that is, we do not have to request them) and at no charge, and are not provided in exchange for us directing client trades to the custodian. Therefore, the services and benefits we receive from these custodians are not considered soft dollar arrangements. The receipt of these benefits from the custodians creates a potential conflict of interest, as we could have an incentive to recommend clients maintain their accounts with a specific custodian. However, we strive to recommend the custodian that is most appropriate for our clients based on their needs. Brokerage for Client Referrals We do not receive client referrals from any broker-dealer or third-party in exchange for using that broker- dealer or third-party. Downshift Financial, LLC Form ADV Part 2A Page 14 of 17  Directed Brokerage We require clients to use either Schwab or Altruist as their qualified custodian for accounts under our management. We execute client transactions directly with the custodian that holds the account, and we do not allow clients to direct us to execute transactions through a specific broker-dealer. Not all advisers require their clients to use their recommended custodian. Because we only work with certain custodians, there may be times when we may be unable to achieve the most favorable execution of client transactions, which may cost clients more money over using a lower-cost custodian. Order Aggregation Aggregating orders, batch trading, or block trading is a process where trades for the same securities are purchased or sold for several clients at approximately the same time. We do not engage in order aggregation. It should be noted that implementing trades on an aggregate basis may be less expensive for client accounts. However, it is our trading policy to implement all client orders on an individual basis. Considering the types of investments we hold in client accounts, we do not believe clients are hindered in any way because we trade accounts individually. This is because we develop individualized investment strategies for clients and holdings will vary. Our strategies are primarily developed for the long-term and minor differences in price execution are not material to our overall investment strategy. Item 13: Review of Accounts Investment Management Services With our Investment Management Services, managed investment accounts will be reviewed by DSF at least quarterly, and on at least an annual basis we will schedule a meeting with the client to review their accounts together and ensure their portfolio still aligns with their needs and objectives. The account is reviewed with regard to performance, and we could periodically adjust the client’s account (a process referred to as rebalancing) to help ensure the investment portfolio remains consistent with the client’s investment policies and risk tolerance levels. Events that may trigger a special review would be unusual or volatile performance, excessive draw-down, additions or deletions of client restrictions, or buy and sell decisions from the firm or per the client’s needs. Clients will receive trade confirmations from their qualified custodian for each transaction in their accounts, as well as monthly or quarterly statements and annual tax reporting statements showing all activity in the accounts, such as receipt of dividends and interest. Clients will have access to review their accounts online through the custodian’s platform. DSF will not provide written reports to clients. Comprehensive Wealth Management Services With our Comprehensive Wealth Management Services, DSF will review each client’s financial plan and their progress towards goals or recommendations at least annually. On at least an annual basis, we will update the financial plan to reflect the client’s current financial situation, desired goals, and anticipated future needs. Investment accounts under our management will be reviewed at least quarterly, and on at least an annual basis we will schedule a meeting with the client to review their accounts together and ensure their portfolio still aligns with their needs and objectives. The account is reviewed with regard to performance, and we could periodically adjust the client’s account (a process referred to as rebalancing) to help ensure the investment portfolio remains consistent with the client’s investment policies and risk tolerance levels. Events that may trigger a special review would be unusual or volatile performance, excessive draw-down, additions or deletions of client restrictions, or buy and sell decisions from the firm or per the client’s needs. Downshift Financial, LLC Form ADV Part 2A Page 15 of 17  Clients will receive trade confirmations from their qualified custodian for each transaction in their accounts, as well as monthly or quarterly statements and annual tax reporting statements showing all activity in the accounts, such as receipt of dividends and interest. Clients will have access to review their accounts online through the custodian’s platform. DSF will not provide written reports to clients. Employee Benefit Plan Services For our Employee Benefit Plan Services, our obligation to provide ongoing review, monitoring, or reporting will be as agreed to between us and the plan sponsor and as outlined in the advisory agreement. Item 14: Client Referrals and Other Compensation Other than the benefits disclosed in Item 12 above, we do not receive any economic benefit, directly or indirectly, from any third-party for advice rendered to our clients. Nor do we, directly or indirectly, compensate any person who is not advisory personnel for client referrals. Item 15: Custody DSF does not accept physical custody of client funds or securities. However, we could be deemed to have limited custody when we directly debit our fees from client accounts or if we are able to initiate transactions from client accounts to third-parties using a standing letter of authorization. Clients will open and maintain their investment accounts with a qualified custodian and will receive transaction confirmations and account statements directly from the custodian on at least a quarterly basis. Deduction of Investment Advisory Fees Under applicable securities regulations, we are deemed to have custody of client funds or securities if we debit our investment advisory fees directly from clients’ accounts. In instances where a client’s managed account is directly debited for our fee, the client will provide written authorization to DSF, permitting us to be paid directly from the client’s accounts held by the custodian. Clients should receive at least quarterly statements from the qualified custodian that holds and maintains their investment assets. Such statements should show all disbursements for the account, including the amount of the fee deducted. We urge you to carefully review custodial records and notify us promptly of any discrepancies. Use of Standing Letters of Authorization Qualified custodians offer clients the ability to establish a standing letter of authorization (“SLOA”) that allows their adviser to initiate transfers between client accounts at the same custodian, to initiate transfers to external accounts, or to request checks to be distributed from the client’s account. These transactions can be first-party transactions (that is, transfers between internal or external accounts with the same account holder or checks distributed to the client at the client’s address of record) or third-party transfers (that is, transfers or checks to other parties). Under applicable securities regulations, advisers are considered to have custody of client funds and securities if the adviser has the ability to initiate transfers from client accounts to third-parties under a SLOA. However, an adviser is not deemed to have custody in the event of a first-party transaction. As a matter of policy, we do not allow SLOAs for third-party transfers, but we can facilitate first-party transfers upon proper client authorization. Downshift Financial, LLC Form ADV Part 2A Page 16 of 17  Item 16: Investment Discretion Investment Management Services For client accounts managed under our Investment Management Services, the client will grant us discretionary authority to buy and sell securities in their accounts. With this authority, we can transact securities without obtaining approval or consent from the client prior to effecting the transaction. However, these transactions are subject to the investment strategy we have established with the client. Investment discretion is explained to clients in detail when an advisory relationship has commenced. At the start of the advisory relationship, the client will execute a Limited Power of Attorney with the qualified custodian, which will grant our firm discretion over the account. Additionally, the discretionary relationship will be outlined in the advisory agreement signed by the client. Comprehensive Wealth Management Services For client accounts managed under our Comprehensive Wealth Management Services, the client will grant us discretionary authority to buy and sell securities in their accounts. With this authority, we can transact securities without obtaining approval or consent from the client prior to effecting the transaction. However, these transactions are subject to the investment strategy we have established with the client. Investment discretion is explained to clients in detail when an advisory relationship has commenced. At the start of the advisory relationship, the client will execute a Limited Power of Attorney with the qualified custodian, which will grant our firm discretion over the account. Additionally, the discretionary relationship will be outlined in the advisory agreement signed by the client. Financial planning recommendations are provided on a non-discretionary basis. This means clients have the option to implement any of the recommendations we make, and clients are not obligated to implement any of our recommendations. For any investment accounts not under our management, we do not have any control over the timing or accuracy of any investment transactions executed by the client. Employee Benefit Plan Services For our Employee Benefit Plan Services, we will only make recommendations to the plan sponsor, and the plan sponsor retains full discretionary authority and/or control over plan assets. Item 17: Voting Client Securities We do not accept voting authority for securities held in client investment accounts. Therefore, clients maintain exclusive responsibility for voting proxies and acting on corporate actions pertaining to their investment assets. The client shall instruct their custodian to forward to them copies of all proxies and shareholder communications relating to their investment assets. In the event we were to receive any written or electronic proxy materials, we would forward them directly to the client by mail or email, if the client has authorized our firm to contact them electronically. If the client would like our opinion on a particular proxy vote, they may contact us at the telephone number listed in Item 1 above. Item 18: Financial Information Registered investment advisers are required to provide certain financial information or disclosures about their financial condition. We have no financial commitment that impairs our ability to meet contractual and fiduciary commitments to our clients, and we have not been the subject of a bankruptcy proceeding. We do not have custody of client funds or securities or require or solicit prepayment of more than $1,200 or more in fees per client six months or more in advance. Downshift Financial, LLC Form ADV Part 2A Page 17 of 17